Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 03, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | OptimizeRx Corp | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 16,806,637 | ||
Entity Public Float | $ 185,090,055 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001448431 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-38543 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 10,516,776 | $ 18,852,680 |
Accounts receivable, net | 17,885,705 | 7,418,025 |
Prepaid expenses | 4,456,611 | 871,043 |
Total Current Assets | 32,859,092 | 27,141,748 |
Property and equipment, net | 148,854 | 176,014 |
Other Assets | ||
Goodwill | 14,740,031 | 14,740,031 |
Technology assets, net | 5,251,822 | 6,238,453 |
Patent rights, net | 2,349,570 | 2,550,587 |
Right of use assets, net | 445,974 | 559,863 |
Other intangible assets, net | 4,519,552 | 5,151,102 |
Security deposits and other assets | 12,859 | 80,727 |
Total Other Assets | 27,319,808 | 29,320,763 |
TOTAL ASSETS | 60,327,754 | 56,638,525 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable – trade | 618,250 | 492,995 |
Accrued expenses | 2,420,361 | 1,800,635 |
Revenue share payable | 4,969,868 | 1,618,438 |
Current portion of lease liabilities | 123,220 | 115,431 |
Contingent purchase price payable | 1,610,813 | 1,500,000 |
Deferred revenue | 285,795 | 580,014 |
Total Current Liabilities | 10,028,307 | 6,107,513 |
Non-current Liabilities | ||
Lease liabilities, net of current portion | 325,533 | 448,753 |
Contingent purchase price payable, net of current portion | 5,220,000 | |
Total Non-Current Liabilities | 325,533 | 5,668,753 |
Total Liabilities | 10,353,840 | 11,776,266 |
Commitments and contingencies (See Note 15) | ||
Stockholders’ Equity | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at December 31, 2020 and 2019, | ||
Common stock, $0.001 par value, 166,666,667 shares authorized, 15,223,340 and 14,609,579 shares issued and outstanding at December 31, 2020 and 2019, respectively | 15,223 | 14,601 |
Additional paid-in-capital | 85,590,428 | 78,272,268 |
Accumulated deficit | (35,631,737) | (33,424,610) |
Total Stockholders’ Equity | 49,973,914 | 44,862,259 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 60,327,754 | $ 56,638,525 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 166,666,667 | 166,666,667 |
Common stock, shares issued | 15,223,340 | 14,609,579 |
Common stock, shares outstanding | 15,223,340 | 14,609,579 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 43,313,323 | $ 24,598,274 |
Cost of revenues | 19,207,902 | 9,158,699 |
Gross margin | 24,105,421 | 15,439,575 |
Operating expenses | ||
Stock-based compensation | 3,172,840 | 2,260,298 |
Depreciation and amortization | 2,075,888 | 1,282,787 |
Other general and administrative expenses | 20,992,012 | 15,590,054 |
Total operating expenses | 26,240,740 | 19,133,139 |
Loss from operations | (2,135,319) | (3,693,564) |
Other income (expense) | ||
Interest income | 68,582 | 288,028 |
Change in fair value of contingent consideration | (140,390) | (635,000) |
Total other expense | (71,808) | (346,972) |
Loss before provision for income taxes | (2,207,127) | (4,040,536) |
Income tax benefit | 897,960 | |
Net loss | $ (2,207,127) | $ (3,142,576) |
Weighted average number of shares outstanding – basic (in Shares) | 14,827,923 | 13,387,863 |
Weighted average number of shares outstanding – diluted (in Shares) | 14,827,923 | 13,387,863 |
Loss per share – basic (in Dollars per share) | $ (0.15) | $ (0.23) |
Loss per share – diluted (in Dollars per share) | $ (0.15) | $ (0.23) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders’ Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 12,039 | $ 48,725,211 | $ (30,278,805) | $ 18,458,445 |
Balance (in Shares) at Dec. 31, 2018 | 12,038,618 | |||
Cumulative effect of change in accounting principle related to lease accounting | (3,229) | (3,229) | ||
Shares issued in 2019 for restricted stock awards granted and expensed in 2018 | $ 130 | (130) | ||
Shares issued in 2019 for restricted stock awards granted and expensed in 2018 (in Shares) | 130,001 | |||
Stock-based compensation expense | ||||
Stock-based compensation expense Options | 1,687,745 | 1,687,745 | ||
Stock-based compensation expense Restricted Stock | 125,160 | 125,160 | ||
Issuance of common stock: | ||||
Issuance of common stock For board compensation | $ 33 | 447,360 | 447,393 | |
Issuance of common stock For board compensation (in Shares) | 33,344 | |||
Issuance of common stock For cash | $ 1,769 | 21,302,057 | 21,303,826 | |
Issuance of common stock For cash (in Shares) | 1,769,275 | |||
Issuance of common stock For stock options exercised | $ 247 | 877,455 | 877,702 | |
Issuance of common stock For stock options exercised (in Shares) | 246,448 | |||
Shares issued for acquisition | $ 383 | 5,107,410 | 5,107,793 | |
Shares issued for acquisition (in Shares) | 382,893 | |||
Net loss for the year | (3,142,576) | (3,142,576) | ||
Balance at Dec. 31, 2019 | $ 14,601 | 78,272,268 | (33,424,610) | 44,862,259 |
Balance (in Shares) at Dec. 31, 2019 | 14,600,579 | |||
Stock-based compensation expense | ||||
Stock-based compensation expense Options | 1,884,202 | 1,884,202 | ||
Stock-based compensation expense Restricted Stock | $ 84 | 838,430 | 838,514 | |
Stock-based compensation expense Restricted Stock (in Shares) | 84,746 | |||
Issuance of common stock: | ||||
Issuance of common stock For board compensation | $ 29 | 450,095 | 450,124 | |
Issuance of common stock For board compensation (in Shares) | 28,809 | |||
Issuance of common stock For stock options exercised | $ 415 | 2,487,979 | 2,488,394 | |
Issuance of common stock For stock options exercised (in Shares) | 414,705 | |||
Issuance of common stock For contingent purchase price and escrow hold back | $ 94 | 1,657,454 | 1,657,548 | |
Issuance of common stock For contingent purchase price and escrow hold back (in Shares) | 94,501 | |||
Net loss for the year | (2,207,127) | (2,207,127) | ||
Balance at Dec. 31, 2020 | $ 15,223 | $ 85,590,428 | $ (35,631,737) | $ 49,973,914 |
Balance (in Shares) at Dec. 31, 2020 | 15,223,340 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,207,127) | $ (3,142,576) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,971,083 | 1,175,131 |
Noncash lease expense | 104,805 | 107,656 |
Increase in bad debt reserve | 200,000 | 80,000 |
Stock-based compensation | 3,172,840 | 2,260,298 |
Income tax benefit | (897,960) | |
Change in fair value of contingent consideration | 140,390 | 635,000 |
Changes in: | ||
Accounts receivable | (10,667,680) | (628,830) |
Prepaid expenses and other assets | (3,517,700) | (343,838) |
Accounts payable | 125,255 | (46,249) |
Revenue share payable | 3,351,430 | (290,178) |
Accrued expenses and other | 1,416,884 | (432,075) |
Change in operating lease liabilities | (106,347) | (106,564) |
Deferred revenue | (294,219) | (30,611) |
NET CASH USED IN OPERATING ACTIVITIES | (6,310,386) | (1,660,796) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (68,041) | (87,717) |
Acquisition of intangible assets, including intellectual property rights | (11,932) | (1,500,000) |
Capitalized software development costs | (44,752) | |
Cash paid in acquisition, net of cash acquired | (8,994,369) | |
NET CASH USED IN INVESTING ACTIVITIES | (124,725) | (10,582,086) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, net of offering costs | 21,303,826 | |
Proceeds from exercise of stock options | 2,488,394 | 877,702 |
Payment of contingent consideration | (4,389,187) | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | (1,900,793) | 22,181,528 |
NET INCREASE (DECREASE IN) CASH AND CASH EQUIVALENTS | (8,335,904) | 9,938,646 |
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | 18,852,680 | 8,914,034 |
CASH AND CASH EQUIVALENTS – END OF PERIOD | 10,516,776 | 18,852,680 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Lease liabilities arising from right of use assets | 207,559 | |
Acquisition liabilities paid in stock | 1,657,548 | |
Shares issued in connection with acquisitions | 5,107,793 | |
Non-cash effect of cumulative adjustments to accumulated deficit | $ 3,229 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS OptimizeRx is a digital health company that provides communications solutions for life science companies, physicians and patients. Connecting over half of healthcare providers in the U.S. and millions of patients through a proprietary network, the OptimizeRx digital health platform helps patients afford and stay on medications. The platform unlocks new patient and physician touchpoints for life science companies along the patient journey, from point-of-care, to retail pharmacy, through mobile patient engagement. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions have been made in determining the carrying value of assets, depreciable and amortizable lives of tangible and intangible assets, the carrying value of liabilities, the valuation allowance for the deferred tax asset, the timing of revenue recognition and related revenue share expenses, and inputs used in the calculation of stock based compensation. Actual results could differ from these estimates. Principles of Consolidation The financial statements reflect the consolidated results of OptimizeRx Corporation, a Nevada corporation, and its wholly owned subsidiaries: OptimizeRx Corporation, a Michigan corporation, RMDY Health, Inc., a Delaware corporation, CareSpeak Communications, Inc., a New Jersey corporation, Cyberdiet, a controlled foreign corporation incorporated in Israel, and CareSpeak Communications D.O.O., a Controlled Foreign Corporation incorporated in Croatia. Together, these companies are referred to as “OptimizeRx” and “the Company.” All material intercompany transactions have been eliminated. Reclassifications Certain items in the previous year financial statements have been reclassified to match the current year presentation. Cash and Cash Equivalents For purposes of the accompanying financial statements, the Company considers all highly liquid instruments, consisting of money market accounts, with an initial maturity of three months or less to be cash equivalents. Fair Value of Financial Instruments Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the disclosure requirements around fair value establish a fair value hierarchy for valuation inputs, which is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 – Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 – Inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Company’s stock options and warrants are valued using level 3 inputs. The following tables present the fair values and carrying values of the Company’s financial assets and liabilities measured on a recurring basis as of December 31, 2020 and 2019 and the valuation techniques used by the Company to determine those fair values. 2020 Level 1 Level 2 Level 3 Fair Value Carrying Liabilities Contingent Purchase Price Payable (1) $ - $ - $ 1,610,813 $ 1,610,813 $ 1,610,813 2019 Level 1 Level 2 Level 3 Fair Value Carrying Liabilities Contingent Purchase Price Payable (1) $ - $ - $ 6,720,000 $ 6,720,000 $ 6,720,000 (1) The contingent consideration is based off achieving certain revenue milestones in each of the next two years. The Geometric-Brownian motion analysis was used to generate spot prices for use in an option pricing model. For 2019, the hypothetical spot prices were simulated using a Monte Carlo simulation utilizing 2020 and 2021 projected revenue as a base and revenue volatility of 40%. The risk-free rate of return and terms utilized were 1.4 % and 1-2 years, respectively, and expected volatility was 40%. For 2020, the final payout has been determined and is payable in 2021. The following table provides a summary of changes in fair value of the Company’s Level 3 financial instruments for the years ended December 31, 2020 and 2019. Amount Balance December 31, 2018 $ 2,365,000 Contingent consideration liability recorded as the result of the RMDY Health, Inc. acquisition (see note 3) 3,720,000 Increase in the value of the CareSpeak Communication consideration 635,000 Balance December 31, 2019 6,720,000 Increase in fair value of the RMDY Health, Inc. contingent consideration 140,390 Payment of CareSpeak Communication contingent consideration (1,389,187 ) Payment of RMDY Health, Inc. contingent consideration (3,860,390 ) Balance December 31, 2020 $ 1,610,813 Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Because the Company’s customers are primarily large well-capitalized companies, historically there has been very little bad debt expense. Bad debt expense was $200,000 for the year ended December 31, 2020 and $80,000 for the year ended December 31, 2019. The allowance for doubtful accounts was $158,163 and $80,000 as of December 31, 2020 and 2019, respectively. From time to time, we may record revenue based on our revenue recognition policies described below in advance of being able to invoice the customer. These amounts are included in accounts receivable and are immaterial, representing substantially less than 1% of the accounts receivable balance at December 31, 2020. Property and Equipment Property and equipment are stated at cost and are being depreciated over their estimated useful lives of three to five years for office equipment and three years for computer equipment using the straight-line method of depreciation for book purposes. Maintenance and repair charges are expensed as incurred. Intangible Assets Intangible assets are stated at cost. Finite-lived assets are being amortized over their estimated useful lives of fifteen to seventeen years for patents, eight years for customer relationships, fifteen years for tradenames, four years for covenants not to compete, and three to four years for software and websites, all using the straight-line method. These assets are evaluated when there is a triggering event. There was no impairment of our intangible assets in either year presented. Goodwill We evaluate goodwill for impairment during our fiscal fourth quarter, or more frequently if an event occurs or circumstances change. Our analysis determined that there was no impairment of our goodwill. Revenue Recognition Recognition of revenue requires evidence of a contract, probable collection of proceeds, and completion of substantially all performance obligations. We use a 5-step model to recognize revenue. These steps are: identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when or as the performance obligations are satisfied. Revenues are primarily generated from content delivery activities in which the Company delivers financial, clinical, or brand messaging through a distribution network of eprescribers and electronic health record technology providers (channel partners), directly to consumers, or from reselling services that complement the business. This content delivery for a customer is referred to as a program. Unless otherwise specified, revenue is recognized based on the selling price to customers. The Company’s contracts are generally all less than one year and the primary performance obligation is delivery of messages, or content, but the contract may contain additional services. Additional services may include program design, which is the design of the content delivery program, set up, and reporting. We consider set up and reporting services to be complimentary to the primary performance obligation and recognized through performance of the delivery of content. We consider program design and related consulting services to be performance obligations separate from the delivery of messages. As the content is distributed through the platform and network of channel partners (a transaction), these transactions are recorded, and revenue is recognized, over time as the distributions occur. Revenue for transactions can be realized based on a price per message, a price per redemption, as a flat fee occurring over a period of time, or upon completion of the program, depending on the client contract. The Company recognizes setup fees that are required for integrating client offerings and campaigns into the rule-based content delivery system and network over the life of the initial program, based either on time, or units delivered, depending upon which is most appropriate in the specific situation. Should a program be cancelled before completion, the balance of set up revenue is recognized at the time of cancellation, as set up fees are nonrefundable. Additionally, the Company also recognizes revenue for providing program performance reporting and maintenance, either by the Company directly delivering reports or by providing access to its online reporting portal that the client can utilize. This reporting revenue is recognized over time as the messages are delivered. Program design, which is the design of the content delivery program, and related consulting services are recognized as services are performed. The Company does not disaggregate its revenue as virtually all types of revenue are generated through the same core group of customers and generally all involve the delivery of content. Different types of revenue are not impacted by economic factors that affect the nature, amount, timing, or uncertainty of revenues or cash flows. In some instances, the Company also resells messaging solutions that are available through channel partners that are complementary to the core business and client base. These partner specific solutions are frequently similar to our own solutions and revenue recognition for these programs is the same as described above. In instances where the Company sells solutions on a commission basis, net revenue is recognized based on the commission-based revenue split that the Company receives. There were only minor immaterial programs recorded on a net basis in the years presented. In instances where the Company resells these messaging solutions and has all financial risk and significant operation input and risk, the Company records the revenue based on the gross amount sold and the amount paid to the channel partner as a cost of sales. Cost of Revenues The primary cost of revenue is revenue share expense. Based on the volume of transactions that are delivered through the channel partner network, the Company provides a revenue share to compensate the partner, or others, for their promotion of the campaign. Revenue shares are a negotiated percentage of the transaction fees and can also be specific to special considerations and campaigns. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The Company recognizes the tax benefit from uncertain tax positions if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. It is the Company’s policy to include interest and penalties related to tax positions as a component of income tax expense. Concentration of Credit Risks The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. As of December 31, 2020, and 2019 the Company had $9,936,806 and $18,047,903, respectively, in cash balances in excess of federally insured limits, primarily at Bank of America/Merrill Lynch. Research and Development The Company expenses research and development expenses as incurred. Research and development expense was $0 and $1,604,195 in 2020 and 2019, respectively. Stock-based Compensation The Company uses the fair value method to account for stock-based compensation. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. The fair value of each award is estimated on the date of each grant. For restricted stock, the fair market value is based on the market value of the stock granted on the date of the grant. For options, it is estimated using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Estimated volatilities are based on the historical volatility of the Company’s stock over the same period as the expected term of the options. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate option exercise behavior, forfeitures, and to determine this term. Historically forfeitures have been negligible and immaterial, so the impact of forfeitures are recorded at the time of forfeiture. The risk-free rate used is based on the U.S. Treasury yield curve in effect at the time of the grant using a time period equal to the expected option term. The Company has never paid dividends and does not expect to pay any dividends in the future. 2020 2019 Expected dividend yield 0 % 0 % Risk free interest rate 0.16% - 1.63 % 1.51% - 2.37 % Expected option term 3.5 years 3.5 years Turnover/forfeiture rate 0 % 0 % Expected volatility 65 % - 71 % 64% - 67 % The Black-Scholes option valuation model and other existing models were developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. These option valuation models require the input of, and are highly sensitive to, subjective assumptions including the expected stock price volatility. The Company’s stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions could materially affect the fair value estimate. Loss Per Common and Common Equivalent Share The computation of basic (loss) earnings per common share is computed using the weighted average number of common shares outstanding during the year. The computation of diluted (loss) earnings per common share is based on the basic weighted average number of shares outstanding during the year plus common stock equivalents, which would arise from the exercise of options and warrants outstanding using the treasury stock method and the average market price per share during the year. The number of common shares potentially issuable upon the exercise of certain options that were excluded from the diluted loss per common share calculation in 2019 was 891,224 related to options, and 59,918 related to restricted stock, for a total of 951,142 because they are anti-dilutive, as a result of a net loss for the year ended December 31, 2019. The number of common shares potentially issuable upon the exercise of certain options that were excluded from the diluted loss per common share calculation in 2020 was 820,059 related to options, and 91,667 related to restricted stock, for a total of 911,726 because they are anti-dilutive, as a result of a net loss for the year ended December 31, 2020. The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the years ended December 31, 2020 and 2019 consisted of the following: Net Loss Shares Per Share Year ended December 31, 2020 Basic EPS $ (2,207,127 ) 14,827,923 $ (0.15 ) Diluted EPS $ (2,207,127 ) 14,827,923 $ (0.15 ) Net Loss Shares Per Share Year ended December 31, 2019 Basic EPS $ (3,142,576 ) 13,387,863 $ (0.23 ) Diluted EPS $ (3,142,576 ) 13,387,863 $ (0.23 ) Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Segment reporting We operate in one reportable segment. Overall, our business involves connecting life science companies to patients and providers. We have a common customer base for all of our solution, which are primarily all communications with healthcare providers or patients on behalf of life science customers. Our customers are geographically located in the U.S although we have two technology centers located internationally. We do not prepare separate internal income statements by solution as our focus is on selling enterprise arrangements covering multiple solutions that span the entire patient journey with a specific brand. Recently Issued Accounting Guidance In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 provides for a new impairment model that requires measurement and recognition of expected credit losses for most financial assets and certain other instruments, including but not limited to accounts receivable and available for sale debt securities. ASU 2016-13 was effective for the Company on January 1, 2020. The adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows. In August 2019, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements and became effective for the Company on January 1, 2020. The adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. The second step measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under ASU 2017-04, a company will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU 2017-04 will be applied prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows. Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to improve consistent application and simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance. ASU 2019-12 is effective for annual and interim reporting periods beginning after December 15, 2020, with early adoption permitted. The adoption of this standard is not expected to have a material effect on our financial position, results of operations, or cash flows. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS On October 4, 2019, we acquired RMDY Health, Inc. (“RMDY”), a Delaware corporation and technology solutions company engaged in developing and marketing digital health SAAS solutions across a range of healthcare and life science initiatives, used by pharmaceutical companies, payers, medtech companies, and medical associations nationwide to improve medication adherence and care coordination. The total purchase price was $17,822,162. Acquisition costs of approximately $799,623 were expensed as incurred. The purchase price contains a contingent element that will be paid only if the Company achieves certain revenues related to the legacy RMDY business in 2020 and 2021. The total contingent payment may be up to $30.0 million, with a minimum payment of $1.0 million each year. The contingent payment was paid in 2020. No remaining liability exists at December 31, 2020. The purchase price of the RMDY acquisition was allocated as follows: Purchase Price Cash paid $ 8,994,369 Common stock issued 5,107,793 Contingent payment 3,720,000 Total $ 17,822,162 Allocation Current assets Accounts receivable $ 411,354 Prepaid Expense 12,139 Property and equipment 19,173 Intangibles Goodwill, including assembled workforce in place 11,061,518 Web technology 5,125,000 Tradename 2,604,000 Non-compete agreements 116,000 Customer relationships 431,000 Current liabilities assumed Accounts payable (128,234 ) Accrued expenses (931,828 ) Deferred tax liability (897,960 ) Total $ 17,822,162 As described in greater detail in Note 6, the amortizable intangible assets acquired have estimated useful lives ranging from 2 to 15 years. We determined the estimated fair value of the identifiable intangible assets acquired primarily by using the income approach. As of December 31, 2019, $800,000 was included in accrued expenses as part of an indemnification provision against potential future claims. This balance was paid via the issuance of common stock during the year ended December 31, 2020. We began consolidating the results of RMDY operations and cashflows after October 3, 2019, the date of that acquisition. The unaudited Pro forma results of operations as the acquisition had occurred January 1, 2019 are presented in the following table: 2019 As Reported Pro Forma Revenues $ 24,598,278 $ 26,118,278 Net Loss (3,142,576 ) (3,869,577 ) Loss per common share: Basic $ (0.23 ) $ (0.29 ) Diluted $ (0.23 ) $ (0.29 ) |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | NOTE 4 – PREPAID EXPENSES Prepaid expenses consisted of the following as of December 31, 2020 and 2019: 2020 2019 Insurance $ 77,887 $ 69,250 Prepaid revenue share and exclusivity payments 3,750,000 201,114 EHR access fees 317,726 313,121 Other 310,998 287,558 Total prepaid expenses $ 4,456,611 $ 871,043 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT The Company owned equipment recorded at cost, which consisted of the following as of December 31, 2020 and 2019: 2020 2019 Computer equipment $ 169,247 $ 137,763 Furniture and fixtures 198,665 187,167 367,912 324,930 Less accumulated depreciation 219,058 148,916 Property and equipment, net $ 148,854 $ 176,014 Depreciation expense was $95,202 and $80,206 for the years ended December 31, 2020 and 2019, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANBIGLE ASSETS | NOTE 6 – INTANBIGLE ASSETS Goodwill The goodwill is related to the acquisition of RMDY Health, Inc. in 2019 and CareSpeak Communications in 2018 and is primarily related to expected improvements and technology performance and functionality, sales growth from future solutions and service offerings and new customers, together with certain intangible assets that do not qualify for separate recognition, such as the assembled workforce in place. Goodwill is generally not amortizable for tax purposes and is not amortizable for financial statement purposes. Intangible Assets Intangible assets included on the consolidated balance sheet consist of the following: December 31, 2020 Gross Accumulated Net Weighted Patent rights $ 3,341,388 $ 991,818 2,349,570 11.5 Technology Assets $ 8,184,765 $ 2,932,943 5,251,822 7.7 Other intangible assets Tradename $ 3,586,000 $ 298,833 3,287,167 13.7 Non-compete agreements 1,093,000 611,885 481,115 1.6 Customer relationships 923,000 171,730 751,270 9.8 Total other 5,602,000 1,082,448 4,519,552 Total Intangibles $ 17,128,153 $ 5,007,209 12,120,944 December 31, 2019 Gross Accumulated Net Weighted Patent rights $ 3,329,457 $ 778,870 $ 2,550,587 11.7 Technology assets $ 8,140,013 $ 1,901,560 $ 6,238,453 8.0 Other intangible assets Tradename $ 3,586,000 $ 59,767 $ 3,526,233 14.5 Non-compete agreements 1,093,000 309,635 783,365 2.7 Customer relationships 923,000 81,496 841,504 10.5 Total other 5,602,000 450,898 5,151,102 Total Intangibles $ 17,071,470 $ 3,131,328 $ 13,940,142 Intangibles are being amortized on a straight-line basis over the following estimated useful lives. Patents 15 – 17 years Tradenames 15 years Non-compete agreements 2 – 4 years Customer relationships 8 – 15 years Technology assets 3 – 10 years The Company recorded amortization expense of $1,875,882 and $1,094,924 in the years ended December 31, 2020 and 2019, respectively. Expected future amortization expenses of the intangibles assets as of December 31, 2020 is as follows: Year ended December 31, 2021 $ 1,859,840 2022 1,459,427 2023 1,057,728 2024 1,057,728 2025 1,057,728 Thereafter 5,628,494 Total $ 12,120,945 In addition to the technology assets acquired in connection with the RMDY acquisition, the Company also acquired software with a cost of $1.5 million in 2019. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
DEFERRED REVENUE | NOTE 7 – DEFERRED REVENUE The Company has several signed contracts with customers for the distribution of financial messaging, or other services, which include payment in advance. The payments are not recorded as revenue until the revenue is earned under its revenue recognition policy discussed in Note 2. Deferred revenue was $285,795 and $580,014 as of December 31, 2020 and 2019, respectively. These contracts are all short term in nature and all revenue is expected to be recognized within 12 months, or less. Following is a summary of activity in the deferred revenue account for the year ended December 31, 2020. Balance January 1, 2020 $ 580,014 Revenue recognized (16,260,166 ) Amount collected 15,680,152 Balance December 31, 2020 $ 285,795 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2010, the Company acquired the technical contributions and assignment of all exclusive rights to and for a key patent in process at the time from a former CEO in exchange for a total payment in shares of common stock and options valued at $930,000 at the time of the acquisition, and recorded the patent at that cost. That patent remains in Patents on the consolidated balance sheet as of December 31, 2020. |
Contingent Purchase Price
Contingent Purchase Price | 12 Months Ended |
Dec. 31, 2020 | |
Loss Contingency [Abstract] | |
CONTINGENT PURCHASE PRICE | NOTE 9 – CONTINGENT PURCHASE PRICE Our purchase of CareSpeak Communications contained a contingent element that would be paid only if the Company achieved certain patient engagement revenues in 2019 and 2020. The total contingent payment could have been up to $3.0 million. The target patient engagement revenues were achieved in both 2019 and in 2020. The calculated fair value of the contingent payment was $3,000,000 at December 31, 2019 and $1,610,813 at December 31, 2020. Our purchase of RMDY Health, Inc. also contained a contingent element that would be paid only if the Company achieves certain revenues in 2020 and 2021 related to the RMDY business. The total contingent payment may be up to $30.0 million. The minimum payment was $1.0 million in each of the two years. The calculated fair value of the contingent payment was $3,720,000 at December 31, 2019. We determined the fair value of the Contingent Purchase Price Payable at December 31, 2019 using a Geometric-Brownian motion analysis of the expected revenue and resulting earnout payment using inputs that include the spot price, a risk free rate of return of 1.4%, a term of 1-2 years, and volatility of 40%. During 2020, we reached agreement with the former shareholders of RMDY to fix the liability at $3.75 million, payable in a combination of cash and stock. Because of the change in the share price between the date of agreement and the date of payment, the amount recorded for the stock amount varied from the agreed amount. The liability was paid $3.0 million in cash and the remainder in the common stock. The total fair value of contingent purchase price payable at December 31, 2020 is as follows. Current Long-Term Total CareSpeak Communications, Inc. $ 1,610,813 - $ 1,610,813 RMDY Health - - - Total $ 1,610,813 $ - $ 1,610,813 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Preferred Stock The Company has 10,000,000 shares of preferred stock, $.001 par value per share, authorized as of December 31, 2020. No shares were issued or outstanding in either 2019 or 2020. Common Stock The Company had 166,666,667 shares of common stock, $.001 par value per share, authorized as of December 31, 2020. There were 15,223,340 and 14,600,579 shares of common stock issued and outstanding at December 31, 2020 and 2019, respectively. During 2019, in an underwritten public offering, we issued 1,769,275 shares of our common stock for gross proceeds of $23,000,575. In connection with this transaction, we incurred equity issuance costs of $1,696,749 related to payments to the underwriter, advisors and legal fees associated with the transaction, resulting in net proceeds to the Company of $21,303,826. The Company has a Director Compensation plan covering its independent non-employee Directors. A total of 28,809 and 33,344 shares were granted and issued in the years ended December 31, 2020 and 2019, respectively, in connection with this compensation plan. These shares were valued at $450,124 and $447,393, respectively. We issued 414,705 shares of common stock and received proceeds of $2,488,394 in 2020 in connection with the exercise of options. We also issued 246,448 shares of common stock and received proceeds of $877,702 in 2019 in connection with the exercise of options. During 2019, we issued 382,893 shares of common stock, valued at $5,107,793, to the former shareholders of RMDY Health, Inc. in connection with the acquisition of RMDY in 2019. We also issued 94,501 shares of common stock in 2020, valued at $1,657,548 to the former shareholders of RMDY Health, Inc. in connection with the escrow holdback from the initial transaction and finalization of the earnout amount due. We adopted the new lease accounting standard ASC 842 as of January 1, 2019, which resulted in a charge of $3,229 to Retained Earnings on that date. |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK COMPENSATION | NOTE 11 – STOCK COMPENSATION The Company sponsors a stock-based incentive compensation plan known as the 2013 Equity Compensation Plan (the “Plan”), which was established by the Board of Directors of the Company in June 2013. The Plan was amended several times since then to eventually increase the authorized shares to 3,000,000 as of December 31, 2020. The amended plan has been approved by shareholders. A total of 1,545,518 shares of common stock underlying options and 100,000 shares of common stock underlying restricted stock awards were outstanding at December 31, 2020. The Company had 299,461 remaining shares available to grant under the Plan at December 31, 2020. The Plan allows the Company to grant incentive stock options, non-qualified stock options, stock appreciation rights, or restricted stock. The incentive stock options are exercisable for up to ten years, at an option price per share not less than the fair market value on the date the option is granted. The incentive stock options are limited to persons who are regular full-time employees of the Company at the date of the grant of the option. Non-qualified options may be granted to any person, including, but not limited to, employees, independent agents, consultants and attorneys, who the Company’s Board or Compensation Committee believes have contributed, or will contribute, to the success of the Company. Non-qualified options may be issued at option prices of less than fair market value on the date of grant and may be exercisable for up to ten years from date of grant. The option vesting schedule for options granted is determined by the Compensation Committee of the Board of Directors at the time of the grant. The Plan provides for accelerated vesting of unvested options if there is a change in control, as defined in the Plan. The compensation cost that has been charged against income related to options for the years ended December 31, 2020 and 2019, was $1,884,202 and $1,687,745, respectively. No income tax benefit was recognized in the income statement and no compensation was capitalized in any of the years presented. The Company had the following option activity during the year ended December 31, 2020: Number of Weighted Weighted Aggregate Outstanding, January 1, 2019 1,554,700 $ 4.63 Granted 410,134 $ 12.28 Exercised (251,063 ) $ 3.73 Expired or forfeited (89,550 ) $ 12.55 Outstanding at December 31, 2019 1,624,221 $ 6.27 2.6 $ 7,925,643 Granted 467,549 $ 11.39 Exercised (420,586 ) $ 6.45 Expired or forfeited (125,666 ) $ 13.09 Outstanding, December 31, 2020 1,545,518 $ 7.31 2.3 $ 36,862,947 Exercisable, December 31, 2020 1,214,512 $ 4.64 1.5 $ 30,666,752 The exercise price of outstanding options ranges from $2.46 per share to $28.48 per share. A summary of the status of the Company’s nonvested options as of December 31, 2020, and changes during the year ended December 31, 2020, is presented below. Nonvested Options Options Weighted-Average Nonvested at January 1, 2020 480,584 $ 10.72 Granted 467,549 11.39 Vested (531,461 ) 9.95 Forfeited (85,666 ) 12.48 Nonvested at December 31, 2020 331,006 $ 12.44 There is $1,787,888 of expense remaining to be recognized over a period of approximately 2.5 years related to options outstanding at December 31, 2020. The Company granted restricted stock awards of 94,746 and 90,000 shares in 2020 and 2019, respectively, and valued at $850,985 and $938,700, respectively. These awards vest over a period of 1 to 5 years. The Company recognized expense of $838,514 and $125,160 in 2020 and 2019, respectively related to this award. A total of $826,010 remains to be recognized at December 31, 2020 over a period of 3.2 years. Restricted Stock Awards Shares Weighted-Average Outstanding at January 1, 2020 90,000 $ 10.43 Granted 94,746 8.98 Vested and issued (84,746 ) 7.54 Outstanding at December 31, 2020 100,000 $ 11.51 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases (Textual) | |
LEASES | NOTE 12 – LEASES In February 2016, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on leases. The accounting standard, effective January 1, 2019, requires virtually all leases to be recognized on the balance sheet. Effective January 1, 2019, we adopted the standard using the modified retrospective method, under which we elected the package of practical expedients and transition provisions allowing us to bring our existing operating leases onto the consolidated balance sheet without adjusting comparative periods, but recognizing a cumulative-effect adjustment to the opening balance of accumulated deficit on January 1, 2019. Under the guidance, we have also elected not to separate lease and non-lease components in recognition of the lease-related assets and liabilities, as well as the related lease expense. We have operating leases with terms greater than 12 months for office space in three multitenant facilities, which are recorded as assets and liabilities. The lease on our headquarters space in Rochester, Michigan expires November 30, 2022, with a three-year renewal option through 2025, with monthly rent payable at rates ranging from $6,384 to $6,688. We have assumed renewal of the lease. We also have a lease on office space in Cranbury, New Jersey, expiring in 2022 with monthly payments ranging from $3,008 to $3,158, as well as a lease of approximately $1,883 per month in Zagreb, Croatia expiring in 2022. Lease-related assets, or right-of-use assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities, adjusted for prepaid lease payments, initial direct costs, and lease incentives received. Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using our incremental borrowing rate. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Upon adoption of the standard on January 1, 2019, we recorded approximately $462,000 of right of use assets and $465,000 of lease-related liabilities, with the difference recorded in accumulated deficit as the cumulative effect of change in accounting principle at that date. For the year ended December 31, 2020, the Company’s lease cost consisted of the following components, each of which is included in operating expenses within the Company’s consolidated statements of operations: Year Ended Year Ended Operating lease cost $ 119,954 $ 132,020 Short-term lease cost (1) 130,216 84,935 Total lease cost $ 250,170 $ 216,955 (1) Short-term lease cost includes any lease with a term of less than 12 months. The table below presents the future minimum lease payments to be made under operating leases as of December 31, 2020: For the year ending December 31, 2021 $ 140,367 2022 102,367 2023 99,209 2024 80,375 2025 70,224 Total 492,452 Less: present value discount 43,789 Total lease liabilities $ 448,753 The weighted average remaining lease term for operating leases is 4.3 years and the weighted average discount rate used in calculating the operating lease asset and liability is 4.5%. Cash paid for amounts included in the measurement of lease liabilities was $115,431. For the year ended December 31, 2020, payments on lease obligations were $138,019 and amortization on the right of use assets was $104,805. For the year ended December 31, 2019, payments on lease obligations were $132,867 and amortization on the right of use assets was $107,656. |
Major Customers and Vendors
Major Customers and Vendors | 12 Months Ended |
Dec. 31, 2020 | |
Major Customers [Abstract] | |
MAJOR CUSTOMERS AND VENDORS | NOTE 13 – MAJOR CUSTOMERS AND VENDORS The Company had the following customers that accounted for 10% or greater of revenue in either 2020 or 2019. No other customers accounted for more than 10% of revenue in either year presented. 2020 2019 $ % $ % Customer A 5,469,126 12.6 1,349,214 5.5 Customer B 5,037,888 11.6 1,032,377 4.2 Customer C 4,824,454 11.1 3,883,589 15.8 Customer D 3,551,241 8.2 2,533,766 10.3 Customer E 1,113,599 2.6 2,801,748 11.4 Our accounts receivable includes 4 entities, included agencies that represent multiple customers that individually make up more than 10% of our accounts receivable at December 31, 2020 in the percentages of 19.7%, 16.2%, 15.8% and 14.4%. The Company generates its revenues through its EHR and ePrescribe partners. It had two key partners and/or vendors through which 10% or greater of its revenue was generated in either 2020 or 2019 as set forth below. The amounts in the table below reflect the amount of revenue generated through those partners. 2020 2019 $ % $ % Partner A 22,813,574 52.7 9,210,347 37.4 Partner B 7,092,477 16.4 4,051,217 16.5 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 – INCOME TAXES As of December 31, 2020, the Company had net operating loss carry-forwards for federal income tax purposes of approximately $19.3 million, consisting of pre-2018 losses in the amount of approximately $13.3 million that expire from 2020 through 2037, and post-2017 losses in the amount of approximately $6 million that never expire. These net operating losses are available to offset future taxable income. The Company was formed in 2006 as a limited liability company and changed to a corporation in 2007. Activity prior to incorporation is not reflected in the Company’s corporate tax returns. In the future, the cumulative net operating loss carry-forward for income tax purposes may differ from the cumulative financial statement loss due to timing differences between book and tax reporting. The provision for Federal income tax consists of the following for the years ended December 31, 2020 and 2019: 2020 2019 Federal income tax benefit (expense) attributable to: Current operations $ 463,000 $ 848,000 Acquisition costs - (143,000 ) Change in fair value of contingent consideration (29,000 ) (133,000 ) Other permanent items 200,000 29,000 Deferred adjustment (913,000 ) (913,000 ) Other adjustments 104,000 - NOLs expiring (209,000 ) - Valuation allowance (529,000 ) 1,209,960 Net provision for federal income tax $ - $ 897,960 2020 2019 Current tax benefit (expense) - Federal $ - $ - Deferred tax benefit (expense) - Federal - - Adjustment of valuation allowance from business combination - 897,960 Total tax benefit (expense) on income $ - $ 897,960 The cumulative tax effect of significant items comprising our net deferred tax amount at the expected rate of 21% is as follows as of December 31, 2020 and 2019: 2020 2019 Deferred tax asset attributable to: Net operating loss carryover $ 4,057,000 $ 3,839,000 Stock compensation 353,000 320,000 Operating lease liability 94,000 - Other 44,000 36,000 Deferred tax asset $ 4,548,000 $ 4,195,000 Deferred tax liabilities attributable to: Fixed assets $ - $ (13,000 ) Intangibles (2,181,000 ) (2,438,000 ) Operating lease right of use assets (94,000 ) - Other (16,000 ) (16,000 ) Deferred tax liability $ (2,291,000 ) $ (2,467,000 ) Valuation allowance $ (2,257,000 ) $ (1,728,000 ) Net deferred tax asset $ - $ - The ultimate realization of deferred tax assets is dependent upon the Company’s ability to generate sufficient taxable income during the periods in which the net operating losses expire and the temporary differences become deductible. The Company has determined that there is significant uncertainty that the results of future operations and the reversals of existing taxable temporary differences will generate sufficient taxable income to realize the deferred tax assets; therefore, a valuation allowance has been recorded. In making this determination, the Company considered historical levels of income, projections for future periods, and the significant amount of tax deductions to be generated from the future exercise of stock options. The tax years 2017 to 2020 remain open for potential audit by the Internal Revenue Service. There are no uncertain tax positions as of December 31, 2019 or December 31, 2020, and none are expected in the next 12 months. The Company’s foreign subsidiaries are cost centers that are primarily reimbursed for expenses, as a result they generate an immaterial amount of income or loss. Pretax book income (loss) is all from domestic operations. Up to four years of returns remain open for potential audit in foreign jurisdictions, however any audits for periods prior to ownership by the Company are the responsibility of the previous owners. Under certain circumstances issuance of common shares can result in an ownership change under Internal Revenue Code Section 382, which limits the Company’s ability to utilize carry-forwards from prior to the ownership change. Any such ownership change resulting from stock issuances and redemptions could limit the Company’s ability to utilize any net operating loss carry-forwards or credits generated before this change in ownership. These limitations can limit both the timing of usage of these laws, as well as the loss of the ability to use these net operating losses. It is likely that fundraising activities have resulted in such an ownership change. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 15 – COMMITMENTS AND CONTINGENT LIABILITIES Legal The Company is not involved in any legal proceedings. Revenue-share contracts The Company has contacts with various electronic health records systems and ePrescribe platforms, whereby we agree to share a portion of the revenue we generate for eCoupons distributed through their networks. These contracts grant audit rights related to the payments to our partners, and, in some cases would require us to pay for the audit if the audit determined there was an underpayment and the underpayment meets certain thresholds, such as 10%. From time to time the Company enters into arrangements with a partner to acquire minimum amounts of messaging capabilities. As of December 31, 2020, the Company had commitments for future minimum payments of $7.5 million that will be reflected in cost of revenues during the years from 2021 through 2022. Minimum payments are due in 2021 and 2022, in the amounts of $6.25 million and $1.5 million, respectively. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLAN | NOTE 16 – RETIREMENT PLAN The Company sponsors a defined contribution 401(k) profit sharing plan which was adopted in December 2015, effective in January 2016. Under the terms of the plan, the Company matches 100% of the first 3% of payroll contributed by the employee and 50% of the next 2% of payroll contributed by the employee to a maximum of 4% of an employee’s payroll. There was expense of $373,027 and $126,557 recorded in 2020 and 2019, respectively, for company contributions to the plan. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS During February 2021, in an underwritten public offering, we issued 1,523,750 shares of our common stock for gross proceeds of $75,425,625. In connection with this transaction, we incurred equity issuance costs of $4,744,652 related to payments to the underwriter, advisors, legal fees, and other costs associated with the transaction, resulting in net proceeds to the Company of approximately $70,680,973. In 2021, the Company issued 59,547 shares and received proceeds of $495,288 in connection with the exercise of options. In March 2021, the Company’s Board of Directors amended the 2013 Equity Compensation Plan to increase the number of shares authorized under the plan to 6.0 million shares. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions have been made in determining the carrying value of assets, depreciable and amortizable lives of tangible and intangible assets, the carrying value of liabilities, the valuation allowance for the deferred tax asset, the timing of revenue recognition and related revenue share expenses, and inputs used in the calculation of stock based compensation. Actual results could differ from these estimates. |
Principles of Consolidation | Principles of Consolidation The financial statements reflect the consolidated results of OptimizeRx Corporation, a Nevada corporation, and its wholly owned subsidiaries: OptimizeRx Corporation, a Michigan corporation, RMDY Health, Inc., a Delaware corporation, CareSpeak Communications, Inc., a New Jersey corporation, Cyberdiet, a controlled foreign corporation incorporated in Israel, and CareSpeak Communications D.O.O., a Controlled Foreign Corporation incorporated in Croatia. Together, these companies are referred to as “OptimizeRx” and “the Company.” All material intercompany transactions have been eliminated. |
Reclassifications | Reclassifications Certain items in the previous year financial statements have been reclassified to match the current year presentation. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the accompanying financial statements, the Company considers all highly liquid instruments, consisting of money market accounts, with an initial maturity of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the disclosure requirements around fair value establish a fair value hierarchy for valuation inputs, which is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 – Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 – Inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Company’s stock options and warrants are valued using level 3 inputs. The following tables present the fair values and carrying values of the Company’s financial assets and liabilities measured on a recurring basis as of December 31, 2020 and 2019 and the valuation techniques used by the Company to determine those fair values. 2020 Level 1 Level 2 Level 3 Fair Value Carrying Liabilities Contingent Purchase Price Payable (1) $ - $ - $ 1,610,813 $ 1,610,813 $ 1,610,813 2019 Level 1 Level 2 Level 3 Fair Value Carrying Liabilities Contingent Purchase Price Payable (1) $ - $ - $ 6,720,000 $ 6,720,000 $ 6,720,000 (1) The contingent consideration is based off achieving certain revenue milestones in each of the next two years. The Geometric-Brownian motion analysis was used to generate spot prices for use in an option pricing model. For 2019, the hypothetical spot prices were simulated using a Monte Carlo simulation utilizing 2020 and 2021 projected revenue as a base and revenue volatility of 40%. The risk-free rate of return and terms utilized were 1.4 % and 1-2 years, respectively, and expected volatility was 40%. For 2020, the final payout has been determined and is payable in 2021. The following table provides a summary of changes in fair value of the Company’s Level 3 financial instruments for the years ended December 31, 2020 and 2019. Amount Balance December 31, 2018 $ 2,365,000 Contingent consideration liability recorded as the result of the RMDY Health, Inc. acquisition (see note 3) 3,720,000 Increase in the value of the CareSpeak Communication consideration 635,000 Balance December 31, 2019 6,720,000 Increase in fair value of the RMDY Health, Inc. contingent consideration 140,390 Payment of CareSpeak Communication contingent consideration (1,389,187 ) Payment of RMDY Health, Inc. contingent consideration (3,860,390 ) Balance December 31, 2020 $ 1,610,813 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Because the Company’s customers are primarily large well-capitalized companies, historically there has been very little bad debt expense. Bad debt expense was $200,000 for the year ended December 31, 2020 and $80,000 for the year ended December 31, 2019. The allowance for doubtful accounts was $158,163 and $80,000 as of December 31, 2020 and 2019, respectively. From time to time, we may record revenue based on our revenue recognition policies described below in advance of being able to invoice the customer. These amounts are included in accounts receivable and are immaterial, representing substantially less than 1% of the accounts receivable balance at December 31, 2020. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and are being depreciated over their estimated useful lives of three to five years for office equipment and three years for computer equipment using the straight-line method of depreciation for book purposes. Maintenance and repair charges are expensed as incurred. |
Intangible Assets | Intangible Assets Intangible assets are stated at cost. Finite-lived assets are being amortized over their estimated useful lives of fifteen to seventeen years for patents, eight years for customer relationships, fifteen years for tradenames, four years for covenants not to compete, and three to four years for software and websites, all using the straight-line method. These assets are evaluated when there is a triggering event. There was no impairment of our intangible assets in either year presented. |
Goodwill | Goodwill We evaluate goodwill for impairment during our fiscal fourth quarter, or more frequently if an event occurs or circumstances change. Our analysis determined that there was no impairment of our goodwill. |
Revenue Recognition | Revenue Recognition Recognition of revenue requires evidence of a contract, probable collection of proceeds, and completion of substantially all performance obligations. We use a 5-step model to recognize revenue. These steps are: identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when or as the performance obligations are satisfied. Revenues are primarily generated from content delivery activities in which the Company delivers financial, clinical, or brand messaging through a distribution network of eprescribers and electronic health record technology providers (channel partners), directly to consumers, or from reselling services that complement the business. This content delivery for a customer is referred to as a program. Unless otherwise specified, revenue is recognized based on the selling price to customers. The Company’s contracts are generally all less than one year and the primary performance obligation is delivery of messages, or content, but the contract may contain additional services. Additional services may include program design, which is the design of the content delivery program, set up, and reporting. We consider set up and reporting services to be complimentary to the primary performance obligation and recognized through performance of the delivery of content. We consider program design and related consulting services to be performance obligations separate from the delivery of messages. As the content is distributed through the platform and network of channel partners (a transaction), these transactions are recorded, and revenue is recognized, over time as the distributions occur. Revenue for transactions can be realized based on a price per message, a price per redemption, as a flat fee occurring over a period of time, or upon completion of the program, depending on the client contract. The Company recognizes setup fees that are required for integrating client offerings and campaigns into the rule-based content delivery system and network over the life of the initial program, based either on time, or units delivered, depending upon which is most appropriate in the specific situation. Should a program be cancelled before completion, the balance of set up revenue is recognized at the time of cancellation, as set up fees are nonrefundable. Additionally, the Company also recognizes revenue for providing program performance reporting and maintenance, either by the Company directly delivering reports or by providing access to its online reporting portal that the client can utilize. This reporting revenue is recognized over time as the messages are delivered. Program design, which is the design of the content delivery program, and related consulting services are recognized as services are performed. The Company does not disaggregate its revenue as virtually all types of revenue are generated through the same core group of customers and generally all involve the delivery of content. Different types of revenue are not impacted by economic factors that affect the nature, amount, timing, or uncertainty of revenues or cash flows. In some instances, the Company also resells messaging solutions that are available through channel partners that are complementary to the core business and client base. These partner specific solutions are frequently similar to our own solutions and revenue recognition for these programs is the same as described above. In instances where the Company sells solutions on a commission basis, net revenue is recognized based on the commission-based revenue split that the Company receives. There were only minor immaterial programs recorded on a net basis in the years presented. In instances where the Company resells these messaging solutions and has all financial risk and significant operation input and risk, the Company records the revenue based on the gross amount sold and the amount paid to the channel partner as a cost of sales. |
Cost of Revenues | Cost of Revenues The primary cost of revenue is revenue share expense. Based on the volume of transactions that are delivered through the channel partner network, the Company provides a revenue share to compensate the partner, or others, for their promotion of the campaign. Revenue shares are a negotiated percentage of the transaction fees and can also be specific to special considerations and campaigns. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The Company recognizes the tax benefit from uncertain tax positions if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. It is the Company’s policy to include interest and penalties related to tax positions as a component of income tax expense. |
Concentration of Credit Risks | Concentration of Credit Risks The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. As of December 31, 2020, and 2019 the Company had $9,936,806 and $18,047,903, respectively, in cash balances in excess of federally insured limits, primarily at Bank of America/Merrill Lynch. |
Research and Development | Research and Development The Company expenses research and development expenses as incurred. Research and development expense was $0 and $1,604,195 in 2020 and 2019, respectively. |
Stock-based Compensation | Stock-based Compensation The Company uses the fair value method to account for stock-based compensation. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. The fair value of each award is estimated on the date of each grant. For restricted stock, the fair market value is based on the market value of the stock granted on the date of the grant. For options, it is estimated using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Estimated volatilities are based on the historical volatility of the Company’s stock over the same period as the expected term of the options. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate option exercise behavior, forfeitures, and to determine this term. Historically forfeitures have been negligible and immaterial, so the impact of forfeitures are recorded at the time of forfeiture. The risk-free rate used is based on the U.S. Treasury yield curve in effect at the time of the grant using a time period equal to the expected option term. The Company has never paid dividends and does not expect to pay any dividends in the future. 2020 2019 Expected dividend yield 0 % 0 % Risk free interest rate 0.16% - 1.63 % 1.51% - 2.37 % Expected option term 3.5 years 3.5 years Turnover/forfeiture rate 0 % 0 % Expected volatility 65 % - 71 % 64% - 67 % The Black-Scholes option valuation model and other existing models were developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. These option valuation models require the input of, and are highly sensitive to, subjective assumptions including the expected stock price volatility. The Company’s stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions could materially affect the fair value estimate. |
Loss Per Common and Common Equivalent Share | Loss Per Common and Common Equivalent Share The computation of basic (loss) earnings per common share is computed using the weighted average number of common shares outstanding during the year. The computation of diluted (loss) earnings per common share is based on the basic weighted average number of shares outstanding during the year plus common stock equivalents, which would arise from the exercise of options and warrants outstanding using the treasury stock method and the average market price per share during the year. The number of common shares potentially issuable upon the exercise of certain options that were excluded from the diluted loss per common share calculation in 2019 was 891,224 related to options, and 59,918 related to restricted stock, for a total of 951,142 because they are anti-dilutive, as a result of a net loss for the year ended December 31, 2019. The number of common shares potentially issuable upon the exercise of certain options that were excluded from the diluted loss per common share calculation in 2020 was 820,059 related to options, and 91,667 related to restricted stock, for a total of 911,726 because they are anti-dilutive, as a result of a net loss for the year ended December 31, 2020. The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the years ended December 31, 2020 and 2019 consisted of the following: Net Loss Shares Per Share Year ended December 31, 2020 Basic EPS $ (2,207,127 ) 14,827,923 $ (0.15 ) Diluted EPS $ (2,207,127 ) 14,827,923 $ (0.15 ) Net Loss Shares Per Share Year ended December 31, 2019 Basic EPS $ (3,142,576 ) 13,387,863 $ (0.23 ) Diluted EPS $ (3,142,576 ) 13,387,863 $ (0.23 ) |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Segment reporting | Segment reporting We operate in one reportable segment. Overall, our business involves connecting life science companies to patients and providers. We have a common customer base for all of our solution, which are primarily all communications with healthcare providers or patients on behalf of life science customers. Our customers are geographically located in the U.S although we have two technology centers located internationally. We do not prepare separate internal income statements by solution as our focus is on selling enterprise arrangements covering multiple solutions that span the entire patient journey with a specific brand. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 provides for a new impairment model that requires measurement and recognition of expected credit losses for most financial assets and certain other instruments, including but not limited to accounts receivable and available for sale debt securities. ASU 2016-13 was effective for the Company on January 1, 2020. The adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows. In August 2019, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements and became effective for the Company on January 1, 2020. The adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. The second step measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under ASU 2017-04, a company will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU 2017-04 will be applied prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows. |
Not Yet Adopted | Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to improve consistent application and simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance. ASU 2019-12 is effective for annual and interim reporting periods beginning after December 15, 2020, with early adoption permitted. The adoption of this standard is not expected to have a material effect on our financial position, results of operations, or cash flows. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities measured on a recurring basis | 2020 Level 1 Level 2 Level 3 Fair Value Carrying Liabilities Contingent Purchase Price Payable (1) $ - $ - $ 1,610,813 $ 1,610,813 $ 1,610,813 2019 Level 1 Level 2 Level 3 Fair Value Carrying Liabilities Contingent Purchase Price Payable (1) $ - $ - $ 6,720,000 $ 6,720,000 $ 6,720,000 (1) The contingent consideration is based off achieving certain revenue milestones in each of the next two years. The Geometric-Brownian motion analysis was used to generate spot prices for use in an option pricing model. For 2019, the hypothetical spot prices were simulated using a Monte Carlo simulation utilizing 2020 and 2021 projected revenue as a base and revenue volatility of 40%. The risk-free rate of return and terms utilized were 1.4 % and 1-2 years, respectively, and expected volatility was 40%. For 2020, the final payout has been determined and is payable in 2021. |
Schedule of changes in fair value of the Company’s Level 3 financial instruments | Amount Balance December 31, 2018 $ 2,365,000 Contingent consideration liability recorded as the result of the RMDY Health, Inc. acquisition (see note 3) 3,720,000 Increase in the value of the CareSpeak Communication consideration 635,000 Balance December 31, 2019 6,720,000 Increase in fair value of the RMDY Health, Inc. contingent consideration 140,390 Payment of CareSpeak Communication contingent consideration (1,389,187 ) Payment of RMDY Health, Inc. contingent consideration (3,860,390 ) Balance December 31, 2020 $ 1,610,813 |
Schedule of expected dividends | 2020 2019 Expected dividend yield 0 % 0 % Risk free interest rate 0.16% - 1.63 % 1.51% - 2.37 % Expected option term 3.5 years 3.5 years Turnover/forfeiture rate 0 % 0 % Expected volatility 65 % - 71 % 64% - 67 % |
Schedule of weighted average shares outstanding and the basic and diluted earnings per common share | Net Loss Shares Per Share Year ended December 31, 2020 Basic EPS $ (2,207,127 ) 14,827,923 $ (0.15 ) Diluted EPS $ (2,207,127 ) 14,827,923 $ (0.15 ) Net Loss Shares Per Share Year ended December 31, 2019 Basic EPS $ (3,142,576 ) 13,387,863 $ (0.23 ) Diluted EPS $ (3,142,576 ) 13,387,863 $ (0.23 ) |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of purchase price of the acquisition | Purchase Price Cash paid $ 8,994,369 Common stock issued 5,107,793 Contingent payment 3,720,000 Total $ 17,822,162 Allocation Current assets Accounts receivable $ 411,354 Prepaid Expense 12,139 Property and equipment 19,173 Intangibles Goodwill, including assembled workforce in place 11,061,518 Web technology 5,125,000 Tradename 2,604,000 Non-compete agreements 116,000 Customer relationships 431,000 Current liabilities assumed Accounts payable (128,234 ) Accrued expenses (931,828 ) Deferred tax liability (897,960 ) Total $ 17,822,162 |
Schedule of pro forma results of operations | 2019 As Reported Pro Forma Revenues $ 24,598,278 $ 26,118,278 Net Loss (3,142,576 ) (3,869,577 ) Loss per common share: Basic $ (0.23 ) $ (0.29 ) Diluted $ (0.23 ) $ (0.29 ) |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expenses [Abstract] | |
Schedule of prepaid expenses | 2020 2019 Insurance $ 77,887 $ 69,250 Prepaid revenue share and exclusivity payments 3,750,000 201,114 EHR access fees 317,726 313,121 Other 310,998 287,558 Total prepaid expenses $ 4,456,611 $ 871,043 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | 2020 2019 Computer equipment $ 169,247 $ 137,763 Furniture and fixtures 198,665 187,167 367,912 324,930 Less accumulated depreciation 219,058 148,916 Property and equipment, net $ 148,854 $ 176,014 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangibles estimated useful lives | December 31, 2020 Gross Accumulated Net Weighted Patent rights $ 3,341,388 $ 991,818 2,349,570 11.5 Technology Assets $ 8,184,765 $ 2,932,943 5,251,822 7.7 Other intangible assets Tradename $ 3,586,000 $ 298,833 3,287,167 13.7 Non-compete agreements 1,093,000 611,885 481,115 1.6 Customer relationships 923,000 171,730 751,270 9.8 Total other 5,602,000 1,082,448 4,519,552 Total Intangibles $ 17,128,153 $ 5,007,209 12,120,944 December 31, 2019 Gross Accumulated Net Weighted Patent rights $ 3,329,457 $ 778,870 $ 2,550,587 11.7 Technology assets $ 8,140,013 $ 1,901,560 $ 6,238,453 8.0 Other intangible assets Tradename $ 3,586,000 $ 59,767 $ 3,526,233 14.5 Non-compete agreements 1,093,000 309,635 783,365 2.7 Customer relationships 923,000 81,496 841,504 10.5 Total other 5,602,000 450,898 5,151,102 Total Intangibles $ 17,071,470 $ 3,131,328 $ 13,940,142 |
Schedule of intangibles estimated useful lives | Patents 15 – 17 years Tradenames 15 years Non-compete agreements 2 – 4 years Customer relationships 8 – 15 years Technology assets 3 – 10 years |
Schedule of future amortization expenses of intangibles assets | Year ended December 31, 2021 $ 1,859,840 2022 1,459,427 2023 1,057,728 2024 1,057,728 2025 1,057,728 Thereafter 5,628,494 Total $ 12,120,945 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
Schedule of deferred revenue | Balance January 1, 2020 $ 580,014 Revenue recognized (16,260,166 ) Amount collected 15,680,152 Balance December 31, 2020 $ 285,795 |
Contingent Purchase Price (Tabl
Contingent Purchase Price (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Loss Contingency [Abstract] | |
Schedule of fair value of contingent purchase price payable | Current Long-Term Total CareSpeak Communications, Inc. $ 1,610,813 - $ 1,610,813 RMDY Health - - - Total $ 1,610,813 $ - $ 1,610,813 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of option activity | Number of Weighted Weighted Aggregate Outstanding, January 1, 2019 1,554,700 $ 4.63 Granted 410,134 $ 12.28 Exercised (251,063 ) $ 3.73 Expired or forfeited (89,550 ) $ 12.55 Outstanding at December 31, 2019 1,624,221 $ 6.27 2.6 $ 7,925,643 Granted 467,549 $ 11.39 Exercised (420,586 ) $ 6.45 Expired or forfeited (125,666 ) $ 13.09 Outstanding, December 31, 2020 1,545,518 $ 7.31 2.3 $ 36,862,947 Exercisable, December 31, 2020 1,214,512 $ 4.64 1.5 $ 30,666,752 |
Schedule of nonvested shares | Nonvested Options Options Weighted-Average Nonvested at January 1, 2020 480,584 $ 10.72 Granted 467,549 11.39 Vested (531,461 ) 9.95 Forfeited (85,666 ) 12.48 Nonvested at December 31, 2020 331,006 $ 12.44 |
Schedule of restricted stock awards | Restricted Stock Awards Shares Weighted-Average Outstanding at January 1, 2020 90,000 $ 10.43 Granted 94,746 8.98 Vested and issued (84,746 ) 7.54 Outstanding at December 31, 2020 100,000 $ 11.51 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases of Lessee Disclosure [Abstract] | |
Schedule of lease cost | Year Ended Year Ended Operating lease cost $ 119,954 $ 132,020 Short-term lease cost (1) 130,216 84,935 Total lease cost $ 250,170 $ 216,955 (1) Short-term lease cost includes any lease with a term of less than 12 months. |
Schedule of future minimum lease payments | For the year ending December 31, 2021 $ 140,367 2022 102,367 2023 99,209 2024 80,375 2025 70,224 Total 492,452 Less: present value discount 43,789 Total lease liabilities $ 448,753 |
Major Customers and Vendors (Ta
Major Customers and Vendors (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Customers [Member] | |
Major Customers and Vendors (Tables) [Line Items] | |
Schedule of accounted percentage of revenue | 2020 2019 $ % $ % Customer A 5,469,126 12.6 1,349,214 5.5 Customer B 5,037,888 11.6 1,032,377 4.2 Customer C 4,824,454 11.1 3,883,589 15.8 Customer D 3,551,241 8.2 2,533,766 10.3 Customer E 1,113,599 2.6 2,801,748 11.4 2020 2019 $ % $ % Partner A 22,813,574 52.7 9,210,347 37.4 Partner B 7,092,477 16.4 4,051,217 16.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of federal income tax benefit | 2020 2019 Federal income tax benefit (expense) attributable to: Current operations $ 463,000 $ 848,000 Acquisition costs - (143,000 ) Change in fair value of contingent consideration (29,000 ) (133,000 ) Other permanent items 200,000 29,000 Deferred adjustment (913,000 ) (913,000 ) Other adjustments 104,000 - NOLs expiring (209,000 ) - Valuation allowance (529,000 ) 1,209,960 Net provision for federal income tax $ - $ 897,960 2020 2019 Current tax benefit (expense) - Federal $ - $ - Deferred tax benefit (expense) - Federal - - Adjustment of valuation allowance from business combination - 897,960 Total tax benefit (expense) on income $ - $ 897,960 |
Schedule of deferred tax assets | 2020 2019 Deferred tax asset attributable to: Net operating loss carryover $ 4,057,000 $ 3,839,000 Stock compensation 353,000 320,000 Operating lease liability 94,000 - Other 44,000 36,000 Deferred tax asset $ 4,548,000 $ 4,195,000 Deferred tax liabilities attributable to: Fixed assets $ - $ (13,000 ) Intangibles (2,181,000 ) (2,438,000 ) Operating lease right of use assets (94,000 ) - Other (16,000 ) (16,000 ) Deferred tax liability $ (2,291,000 ) $ (2,467,000 ) Valuation allowance $ (2,257,000 ) $ (1,728,000 ) Net deferred tax asset $ - $ - |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Contingent consideration, description | the hypothetical spot prices were simulated using a Monte Carlo simulation utilizing 2020 and 2021 projected revenue as a base and revenue volatility of 40%. The risk-free rate of return and terms utilized were 1.4 % and 1-2 years, respectively, and expected volatility was 40%. For 2020, the final payout has been determined and is payable in 2021. | |
Bad debt expense (in Dollars) | $ 200,000 | $ 80,000 |
Allowance for doubtful accounts (in Dollars) | $ 158,163 | 80,000 |
Percentage of accounts receivable | 1.00% | |
Percentage of realized upon ultimate settlement | 50.00% | |
Cash balances for insured limits (in Dollars) | $ 9,936,806 | 18,047,903 |
Research and development expense (in Dollars) | $ 0 | $ 1,604,195 |
Number of common shares potentially issuable upon the exercise of certain options (in Shares) | 820,059 | 891,224 |
Restricted stock (in Shares) | 911,726 | 951,142 |
Number of reportable segments | 1 | |
Minimum [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Property and equipment, estimated useful lives | 3 years | |
Maximum [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Property and equipment, estimated useful lives | 5 years | |
Patents [Member] | Minimum [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets amortized over their estimated useful lives | 15 years | |
Patents [Member] | Maximum [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets amortized over their estimated useful lives | 17 years | |
Customer Relationships [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets amortized over their estimated useful lives | 8 years | |
Customer Relationships [Member] | Minimum [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets amortized over their estimated useful lives | 8 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets amortized over their estimated useful lives | 15 years | |
Trade Names [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets amortized over their estimated useful lives | 15 years | |
Covenants [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets amortized over their estimated useful lives | 4 years | |
Software and Websites [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets amortized over their estimated useful lives | 4 years | |
Software and Websites [Member] | Minimum [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets amortized over their estimated useful lives | 3 years | |
Restricted Stock [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Restricted stock (in Shares) | 91,667 | 59,918 |
Computer Equipment [Member] | ||
Summary Of Significant Accounting Policies (Details) [Line Items] | ||
Property and equipment, estimated useful lives | 3 years |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on a recurring basis - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent Purchase Price Payable | [1] | $ 1,610,813 | $ 6,720,000 |
Fair Value, Measurements, Recurring [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent Purchase Price Payable | [1] | 1,610,813 | 6,720,000 |
Fair Value Inputs Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent Purchase Price Payable | [1] | ||
Fair Value Inputs Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent Purchase Price Payable | [1] | ||
Fair Value Inputs Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent Purchase Price Payable | [1] | $ 1,610,813 | $ 6,720,000 |
[1] | The contingent consideration is based off achieving certain revenue milestones in each of the next two years. The Geometric-Brownian motion analysis was used to generate spot prices for use in an option pricing model. For 2019, the hypothetical spot prices were simulated using a Monte Carlo simulation utilizing 2020 and 2021 projected revenue as a base and revenue volatility of 40%. The risk-free rate of return and terms utilized were 1.4 % and 1-2 years, respectively, and expected volatility was 40%. For 2020, the final payout has been determined and is payable in 2021. |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies (Details) - Schedule of changes in fair value of the Company’s Level 3 financial instruments - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of changes in fair value of the Company’s Level 3 financial instruments [Abstract] | ||
Balance | $ 6,720,000 | $ 2,365,000 |
Contingent consideration liability recorded as the result of the RMDY Health, Inc. acquisition (see note 3) | 3,720,000 | |
Increase in the value of the CareSpeak Communication consideration | 635,000 | |
Balance | 1,610,813 | $ 6,720,000 |
Increase in fair value of the RMDY Health, Inc. contingent consideration | 140,390 | |
Payment of CareSpeak Communication contingent consideration | (1,389,187) | |
Payment of RMDY Health, Inc. contingent consideration | $ (3,860,390) |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies (Details) - Schedule of expected dividends | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected option term | 3 years 6 months | 3 years 6 months |
Turnover/forfeiture rate | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 0.16% | 1.51% |
Expected volatility | 65.00% | 64.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.63% | 2.37% |
Expected volatility | 71.00% | 67.00% |
Summary Of Significant Accoun_7
Summary Of Significant Accounting Policies (Details) - Schedule of weighted average shares outstanding and the basic and diluted earnings per common share - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of weighted average shares outstanding and the basic and diluted earnings per common share [Abstract] | ||
Basic EPS, Net (Loss) | $ (2,207,127) | $ (3,142,576) |
Basic EPS, Shares | 14,827,923 | 13,387,863 |
Basic EPS, Per Share Amount | $ (0.15) | $ (0.23) |
Diluted EPS, Net (Loss) | $ (2,207,127) | $ (3,142,576) |
Diluted EPS, Shares | 14,827,923 | 13,387,863 |
Diluted EPS, Per Share Amount | $ (0.15) | $ (0.23) |
Acquisition (Details)
Acquisition (Details) - USD ($) | Oct. 04, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Acquisition (Details) [Line Items] | |||
Estimated useful lives, description | estimated useful lives ranging from 2 to 15 years. | ||
Accrued expenses | $ 800,000 | ||
RMDY Acquisition [Member] | |||
Acquisition (Details) [Line Items] | |||
Total purchase price | $ 17,822,162 | $ 17,822,162 | |
Acquisition costs | $ 799,623 | ||
Total contingent payment | 30,000,000 | ||
RMDY Acquisition [Member] | Minimum [Member] | |||
Acquisition (Details) [Line Items] | |||
Total contingent payment | $ 1,000,000 |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of purchase price of the acquisition - RMDY Acquisition [Member] - USD ($) | Oct. 04, 2019 | Dec. 31, 2020 |
Purchase Price | ||
Cash paid | $ 8,994,369 | |
Common stock issued | 5,107,793 | |
Contingent payment | 3,720,000 | |
Total | $ 17,822,162 | 17,822,162 |
Current assets | ||
Accounts receivable | 411,354 | |
Prepaid Expense | 12,139 | |
Property and equipment | 19,173 | |
Current liabilities assumed | ||
Accounts payable | (128,234) | |
Accrued expenses | (931,828) | |
Deferred tax liability | (897,960) | |
Total | 17,822,162 | |
Goodwill [Member] | ||
Intangibles | ||
Intangibles | 11,061,518 | |
Web technology [Member] | ||
Intangibles | ||
Intangibles | 5,125,000 | |
Tradename [Member] | ||
Intangibles | ||
Intangibles | 2,604,000 | |
Noncompete Agreements [Member] | ||
Intangibles | ||
Intangibles | 116,000 | |
Customer Relationships [Member] | ||
Intangibles | ||
Intangibles | $ 431,000 |
Acquisition (Details) - Sched_2
Acquisition (Details) - Schedule of pro forma results of operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Acquisition (Details) - Schedule of pro forma results of operations [Line Items] | ||
Revenues | $ 43,313,323 | $ 24,598,274 |
Net Loss | $ (2,207,127) | $ (3,142,576) |
Loss per common share: | ||
Basic | $ (0.15) | $ (0.23) |
Diluted | $ (0.15) | $ (0.23) |
Pro Forma [Member] | ||
Acquisition (Details) - Schedule of pro forma results of operations [Line Items] | ||
Revenues | $ 26,118,278 | |
Net Loss | $ (3,869,577) | |
Loss per common share: | ||
Basic | $ (0.29) | |
Diluted | $ (0.29) |
Prepaid Expenses (Details) - Sc
Prepaid Expenses (Details) - Schedule of prepaid expenses - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of prepaid expenses [Abstract] | ||
Insurance | $ 77,887 | $ 69,250 |
Prepaid revenue share and exclusivity payments | 3,750,000 | 201,114 |
EHR access fees | 317,726 | 313,121 |
Other | 310,998 | 287,558 |
Total prepaid expenses | $ 4,456,611 | $ 871,043 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 95,202 | $ 80,206 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Subtotal | $ 367,912 | $ 324,930 |
Less accumulated depreciation | 219,058 | 148,916 |
Property and equipment, net | 148,854 | 176,014 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Subtotal | 169,247 | 137,763 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Subtotal | $ 198,665 | $ 187,167 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1,875,882 | $ 1,094,924 |
Acquired software cost | $ 1,500,000 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 17,128,153 | $ 17,071,470 |
Accumulated Amortization | 5,007,209 | 3,131,328 |
Intangible assets, Net | 12,120,944 | 13,940,142 |
Technology Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | 8,184,765 | 8,140,013 |
Accumulated Amortization | 2,932,943 | 1,901,560 |
Intangible assets, Net | $ 5,251,822 | $ 6,238,453 |
Weighted Average Life Remaining | 7 years 255 days | 8 years |
Patent rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 3,341,388 | $ 3,329,457 |
Accumulated Amortization | 991,818 | 778,870 |
Intangible assets, Net | $ 2,349,570 | $ 2,550,587 |
Weighted Average Life Remaining | 11 years 6 months | 11 years 255 days |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 3,586,000 | $ 3,586,000 |
Accumulated Amortization | 298,833 | 59,767 |
Intangible assets, Net | $ 3,287,167 | $ 3,526,233 |
Weighted Average Life Remaining | 13 years 255 days | 14 years 6 months |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 1,093,000 | $ 1,093,000 |
Accumulated Amortization | 611,885 | 309,635 |
Intangible assets, Net | $ 481,115 | $ 783,365 |
Weighted Average Life Remaining | 1 year 219 days | 2 years 255 days |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 923,000 | $ 923,000 |
Accumulated Amortization | 171,730 | 81,496 |
Intangible assets, Net | $ 751,270 | $ 841,504 |
Weighted Average Life Remaining | 9 years 292 days | 10 years 6 months |
Other intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 5,602,000 | $ 5,602,000 |
Accumulated Amortization | 1,082,448 | 450,898 |
Intangible assets, Net | $ 4,519,552 | $ 5,151,102 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of intangibles estimated useful lives | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | Technology assets [Member] | |
Intangible Assets (Details) - Schedule of intangibles estimated useful lives [Line Items] | |
Intangibles amortized estimated useful lives | 3 years |
Maximum [Member] | Technology assets [Member] | |
Intangible Assets (Details) - Schedule of intangibles estimated useful lives [Line Items] | |
Intangibles amortized estimated useful lives | 10 years |
Patents [Member] | Minimum [Member] | |
Intangible Assets (Details) - Schedule of intangibles estimated useful lives [Line Items] | |
Intangibles amortized estimated useful lives | 15 years |
Patents [Member] | Maximum [Member] | |
Intangible Assets (Details) - Schedule of intangibles estimated useful lives [Line Items] | |
Intangibles amortized estimated useful lives | 17 years |
Tradenames [Member] | |
Intangible Assets (Details) - Schedule of intangibles estimated useful lives [Line Items] | |
Intangibles amortized estimated useful lives | 15 years |
Non-compete agreements [Member] | Minimum [Member] | |
Intangible Assets (Details) - Schedule of intangibles estimated useful lives [Line Items] | |
Intangibles amortized estimated useful lives | 2 years |
Non-compete agreements [Member] | Maximum [Member] | |
Intangible Assets (Details) - Schedule of intangibles estimated useful lives [Line Items] | |
Intangibles amortized estimated useful lives | 4 years |
Customer relationships [Member] | |
Intangible Assets (Details) - Schedule of intangibles estimated useful lives [Line Items] | |
Intangibles amortized estimated useful lives | 8 years |
Customer relationships [Member] | Minimum [Member] | |
Intangible Assets (Details) - Schedule of intangibles estimated useful lives [Line Items] | |
Intangibles amortized estimated useful lives | 8 years |
Customer relationships [Member] | Maximum [Member] | |
Intangible Assets (Details) - Schedule of intangibles estimated useful lives [Line Items] | |
Intangibles amortized estimated useful lives | 15 years |
Intangible Assets (Details) -_3
Intangible Assets (Details) - Schedule of future amortization expenses of intangibles assets | Dec. 31, 2020USD ($) |
Schedule of future amortization expenses of intangibles assets [Abstract] | |
2021 | $ 1,859,840 |
2022 | 1,459,427 |
2023 | 1,057,728 |
2024 | 1,057,728 |
2025 | 1,057,728 |
Thereafter | 5,628,494 |
Total | $ 12,120,945 |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue Recognition [Abstract] | ||
Deferred revenue | $ 285,795 | $ 580,014 |
Deferred Revenue (Details) - Sc
Deferred Revenue (Details) - Schedule of deferred revenue | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of deferred revenue [Abstract] | |
Balance | $ 580,014 |
Revenue recognized | (16,260,166) |
Amount collected | 15,680,152 |
Balance | $ 285,795 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended |
Dec. 31, 2010USD ($) | |
Chief Executive Officer [Member] | |
Related Party Transactions (Details) [Line Items] | |
Common stock options | $ 930,000 |
Contingent Purchase Price (Deta
Contingent Purchase Price (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Contingent Purchase Price (Details) [Line Items] | ||
Total contingent payment in cash | $ 3,000,000 | |
Fair value of the contingent payment | 1,610,813 | $ 3,000,000 |
Payment for liability | 4,389,187 | |
RMDY Health, Inc [Member] | ||
Contingent Purchase Price (Details) [Line Items] | ||
Total contingent payment in cash | 30,000,000 | |
Fair value of the contingent payment | $ 3,720,000 | |
Minimum payment | $ 1,000,000 | |
Fair value of term | 2 years | 2 years |
Risk free rate of return | 1.40% | |
Fair value of volatility | 40.00% | |
Payment of shareholder liability | $ 3,750,000 | |
Payment for liability | $ 3,000,000 | |
RMDY Health, Inc [Member] | Minimum [Member] | ||
Contingent Purchase Price (Details) [Line Items] | ||
Term of contingent purchase | 1 year | |
RMDY Health, Inc [Member] | Maximum [Member] | ||
Contingent Purchase Price (Details) [Line Items] | ||
Term of contingent purchase | 2 years |
Contingent Purchase Price (De_2
Contingent Purchase Price (Details) - Schedule of fair value of contingent purchase price payable | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Contingent Purchase Price (Details) - Schedule of fair value of contingent purchase price payable [Line Items] | |
Total | $ 1,610,813 |
Current [Member] | |
Contingent Purchase Price (Details) - Schedule of fair value of contingent purchase price payable [Line Items] | |
Total | 1,610,813 |
Long-Term [Member] | |
Contingent Purchase Price (Details) - Schedule of fair value of contingent purchase price payable [Line Items] | |
Total | |
CareSpeak Communications, Inc. [Member] | |
Contingent Purchase Price (Details) - Schedule of fair value of contingent purchase price payable [Line Items] | |
Total | 1,610,813 |
CareSpeak Communications, Inc. [Member] | Current [Member] | |
Contingent Purchase Price (Details) - Schedule of fair value of contingent purchase price payable [Line Items] | |
Total | 1,610,813 |
CareSpeak Communications, Inc. [Member] | Long-Term [Member] | |
Contingent Purchase Price (Details) - Schedule of fair value of contingent purchase price payable [Line Items] | |
Total | |
RMDY Health [Member] | |
Contingent Purchase Price (Details) - Schedule of fair value of contingent purchase price payable [Line Items] | |
Total | |
RMDY Health [Member] | Current [Member] | |
Contingent Purchase Price (Details) - Schedule of fair value of contingent purchase price payable [Line Items] | |
Total | |
RMDY Health [Member] | Long-Term [Member] | |
Contingent Purchase Price (Details) - Schedule of fair value of contingent purchase price payable [Line Items] | |
Total |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | |
Stockholders' Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 166,666,667 | 166,666,667 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 15,223,340 | 14,600,579 | |
Common stock, shares outstanding | 15,223,340 | 14,600,579 | |
Payments to advisors and legal fees (in Dollars) | $ 1,696,749 | ||
Net proceeds issuance of common stock (in Dollars) | 21,303,826 | ||
Shares of common stock issued, value (in Dollars) | $ 21,303,826 | ||
Issuance of common stock exercise | 414,705 | 246,448 | |
Issuance of common stock exercise value (in Dollars) | $ 2,488,394 | $ 877,702 | |
Retained Earnings amount (in Dollars) | $ 3,229 | ||
Private Transaction [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Shares of common stock issued | 1,769,275 | ||
Gross proceeds of common stock amount (in Dollars) | $ 23,000,575 | ||
Directors [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Compensation plan issuance of shares | 28,809 | 33,344 | |
Shares of common stock issued, value (in Dollars) | $ 450,124 | $ 447,393 | |
RMDY Health, Inc. [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Shares of common stock issued | 94,501 | 382,893 | |
Shares of common stock issued, value (in Dollars) | $ 1,657,548 | $ 5,107,793 |
Stock Compensation (Details)
Stock Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Compensation (Details) [Line Items] | ||
Stock options are exercisable term | 10 years | |
Fair value granted exercisable term | 10 years | |
Compensation expense | $ 1,884,202 | $ 1,687,745 |
Exercise price range, lower range limit (in Dollars per share) | $ 2.46 | |
Exercise price range, upper range limit (in Dollars per share) | $ 28.48 | |
Remaining expense related to options | $ 1,787,888 | |
Weighted average contractual life | 2 years 6 months | |
Stock-based incentive compensation plan [Member] | ||
Stock Compensation (Details) [Line Items] | ||
Share-based compensation plan, description | 3,000,000 | |
Total shares of common stock options (in Shares) | 1,545,518 | |
Restricted stock awards (in Shares) | 100,000 | |
Remaining shares available to grant (in Shares) | 299,461 | |
Restricted Stock [Member] | ||
Stock Compensation (Details) [Line Items] | ||
Restricted stock awards (in Shares) | 94,746 | 90,000 |
Remaining expense related to options | $ 826,010 | |
Restricted stock awards | $ 850,985 | $ 938,700 |
Vested term | 3 years 73 days | |
Stock compensation recognized expense | $ 838,514 | $ 125,160 |
Restricted Stock [Member] | Minimum [Member] | ||
Stock Compensation (Details) [Line Items] | ||
Vested term | 1 year | |
Restricted Stock [Member] | Maximum [Member] | ||
Stock Compensation (Details) [Line Items] | ||
Vested term | 5 years |
Stock Compensation (Details) -
Stock Compensation (Details) - Schedule of option activity - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Compensation (Details) - Schedule of option activity [Line Items] | ||
Number of Options, Outstanding at begining balance | 1,624,221 | 1,554,700 |
Weighted average exercise price, Outstanding at begining balance | $ 6.27 | $ 4.63 |
Number of Options, Granted | 467,549 | 410,134 |
Weighted average exercise price, Granted | $ 11.39 | $ 12.28 |
Number of Options, Exercised | (420,586) | (251,063) |
Weighted average exercise price, Exercised | $ 6.45 | $ 3.73 |
Number of Options, Expired or forfeited | (125,666) | (89,550) |
Weighted average exercise price, Expired or forfeited | $ 13.09 | $ 12.55 |
Number of Options, Outstanding at begining balance | 1,545,518 | 1,624,221 |
Weighted average exercise price, Outstanding at begining balance | $ 7.31 | $ 6.27 |
Weighted average remaining contractual life (years), Outstanding, Ending balance | 2 years 109 days | 2 years 219 days |
Aggregate intrinsic value, Outstanding, December 31, 2020 | $ 36,862,947 | $ 7,925,643 |
Number of Options, Exercisable | 1,214,512 | |
Weighted average exercise price, Exercisable | $ 4.64 | |
Weighted average remaining contractual life (years), Exercisable | 1 year 6 months | |
Aggregate intrinsic value, Exercisable | $ 30,666,752 |
Stock Compensation (Details) _2
Stock Compensation (Details) - Schedule of nonvested shares - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Compensation (Details) - Schedule of nonvested shares [Line Items] | ||
Options, Nonvested at begining balance | 480,584 | |
Weighted-Average Exercise Price, Nonvested, begining balance | $ 10.72 | |
Options, Granted | 467,549 | 410,134 |
Weighted-Average Exercise Price, Granted | $ 11.39 | |
Options, Vested | (531,461) | |
Weighted-Average Exercise Price, Vested | $ 9.95 | |
Options, Forfeited | (85,666) | |
Weighted-Average Exercise Price, Forfeited | $ 12.48 | |
Options, Nonvested at Ending balance | 331,006 | 480,584 |
Weighted-Average Exercise Price, Nonvested at Ending balance | $ 12.44 | $ 10.72 |
Stock Compensation (Details) _3
Stock Compensation (Details) - Schedule of restricted stock awards | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Schedule of restricted stock awards [Abstract] | |
Shares, Outstanding Beginning balance | shares | 90,000 |
Weighted-Average Grant Date Fair Value, Outstanding Beginning balance | $ / shares | $ 10.43 |
Shares, Granted | shares | 94,746 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 8.98 |
Shares, Vested and issued | shares | (84,746) |
Weighted-Average Grant Date Fair Value, Vested and issued | $ / shares | $ 7.54 |
Shares, Outstanding Ending balance | shares | 100,000 |
Weighted-Average Grant Date Fair Value, Outstanding Ending balance | $ / shares | $ 11.51 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2020 | |
Leases Details (Textual) | |||
Operating leases expires period. | Nov. 30, 2022 | ||
Operating leases description | We also have a lease on office space in Cranbury, New Jersey, expiring in 2022 with monthly payments ranging from $3,008 to $3,158, as well as a lease of approximately $1,883 per month in Zagreb, Croatia expiring in 2022. | ||
Operating lease, right of use asset | $ 445,974 | $ 559,863 | $ 462,000 |
Operating lease related liabilities | $ 465,000 | ||
Weighted average remaining lease term | 4 years 109 days | ||
Weighted average discount rate | 4.50% | ||
Cash paid | $ 115,431 | ||
Payments on lease obligations | 138,019 | 132,867 | |
Amortization on right of use assets | 104,805 | $ 107,656 | |
Minimum [Member] | |||
Leases Details (Textual) | |||
Operating leases rent payable | 6,384 | ||
Maximum [Member] | |||
Leases Details (Textual) | |||
Operating leases rent payable | $ 6,688 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease cost - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Schedule of lease cost [Abstract] | |||
Operating lease cost | $ 119,954 | $ 132,020 | |
Short-term lease cost | [1] | 130,216 | 84,935 |
Total lease cost | $ 250,170 | $ 216,955 | |
[1] | Short-term lease cost includes any lease with a term of less than 12 months. |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of future minimum lease payments | Dec. 31, 2020USD ($) |
Schedule of future minimum lease payments [Abstract] | |
2021 | $ 140,367 |
2022 | 102,367 |
2023 | 99,209 |
2024 | 80,375 |
2025 | 70,224 |
Total | 492,452 |
Less: present value discount | 43,789 |
Total lease liabilities | $ 448,753 |
Major Customers and Vendors (De
Major Customers and Vendors (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable [Member] | ||
Major Customers and Vendors (Details) [Line Items] | ||
Concentration risk percentage total | 10.00% | |
Key Partners [Member] | ||
Major Customers and Vendors (Details) [Line Items] | ||
Concentration risk percentage total | 10.00% | 10.00% |
Key Partners [Member] | Revenue [Member] | ||
Major Customers and Vendors (Details) [Line Items] | ||
Concentration risk percentage total | 10.00% | 10.00% |
Other Customer [Member] | Revenue [Member] | ||
Major Customers and Vendors (Details) [Line Items] | ||
Concentration risk percentage total | 10.00% | |
Customer One [Member] | ||
Major Customers and Vendors (Details) [Line Items] | ||
Concentration risk percentage total | 12.60% | 5.50% |
Customer Two [Member] | ||
Major Customers and Vendors (Details) [Line Items] | ||
Concentration risk percentage total | 11.60% | 4.20% |
Customer Two [Member] | Accounts Receivable [Member] | ||
Major Customers and Vendors (Details) [Line Items] | ||
Concentration risk percentage total | 16.20% | |
Customer Three [Member] | ||
Major Customers and Vendors (Details) [Line Items] | ||
Concentration risk percentage total | 11.10% | 15.80% |
Customer Three [Member] | Accounts Receivable [Member] | ||
Major Customers and Vendors (Details) [Line Items] | ||
Concentration risk percentage total | 15.80% | |
Customer Four [Member] | ||
Major Customers and Vendors (Details) [Line Items] | ||
Concentration risk percentage total | 8.20% | 10.30% |
Customer Four [Member] | Accounts Receivable [Member] | ||
Major Customers and Vendors (Details) [Line Items] | ||
Concentration risk percentage total | 14.40% | |
Accounts Receivable [Member] | Customer One [Member] | ||
Major Customers and Vendors (Details) [Line Items] | ||
Concentration risk percentage total | 19.70% |
Major Customers and Vendors (_2
Major Customers and Vendors (Details) - Schedule of accounted percentage of revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 5,469,126 | $ 1,349,214 |
Revenue percentage | 12.60% | 5.50% |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 5,037,888 | $ 1,032,377 |
Revenue percentage | 11.60% | 4.20% |
Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 4,824,454 | $ 3,883,589 |
Revenue percentage | 11.10% | 15.80% |
Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 3,551,241 | $ 2,533,766 |
Revenue percentage | 8.20% | 10.30% |
Customer E [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 1,113,599 | $ 2,801,748 |
Revenue percentage | 2.60% | 11.40% |
Partner A [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 22,813,574 | $ 9,210,347 |
Revenue percentage | 52.70% | 37.40% |
Partner B [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 7,092,477 | $ 4,051,217 |
Revenue percentage | 16.40% | 16.50% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Operating loss expire, description | As of December 31, 2020, the Company had net operating loss carry-forwards for federal income tax purposes of approximately $19.3 million, consisting of pre-2018 losses in the amount of approximately $13.3 million that expire from 2020 through 2037, and post-2017 losses in the amount of approximately $6 million that never expire. | |
Operating loss carryforwards | $ 19.3 | $ 13.3 |
Effective rate of tax expected | 21.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of federal income tax benefit - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Federal income tax benefit (expense) attributable to: | ||
Current operations | $ 463,000 | $ 848,000 |
Acquisition costs | (143,000) | |
Change in fair value of contingent consideration | (29,000) | (133,000) |
Other permanent items | 200,000 | 29,000 |
Deferred adjustment | (913,000) | (913,000) |
Other adjustments | 104,000 | |
NOLs expiring | (209,000) | |
Valuation allowance | (529,000) | 1,209,960 |
Net provision for federal income tax | 897,960 | |
Current tax benefit (expense) - Federal | ||
Deferred tax benefit (expense) - Federal | ||
Adjustment of valuation allowance from business combination | 897,960 | |
Total tax benefit (expense) on income | $ 897,960 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 4,057,000 | $ 3,839,000 |
Stock compensation | 353,000 | 320,000 |
Operating lease liability | 94,000 | |
Other | 44,000 | 36,000 |
Deferred tax asset | 4,548,000 | 4,195,000 |
Deferred tax liabilities attributable to: | ||
Fixed assets | (13,000) | |
Intangibles | (2,181,000) | (2,438,000) |
Operating lease right of use assets | (94,000) | |
Other | (16,000) | (16,000) |
Deferred tax liability | (2,291,000) | (2,467,000) |
Valuation allowance | (2,257,000) | (1,728,000) |
Net deferred tax asset |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Revenue-share contracts, description | The Company has contacts with various electronic health records systems and ePrescribe platforms, whereby we agree to share a portion of the revenue we generate for eCoupons distributed through their networks. These contracts grant audit rights related to the payments to our partners, and, in some cases would require us to pay for the audit if the audit determined there was an underpayment and the underpayment meets certain thresholds, such as 10%. |
Future minimum payments | $ 7,500 |
Minimum payments due in 2021 | 6,250 |
Minimum payments due in 2022 | $ 1,500 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Contributions plan expense | $ 373,027 | $ 126,557 |
Defined contribution plan, description | Under the terms of the plan, the Company matches 100% of the first 3% of payroll contributed by the employee and 50% of the next 2% of payroll contributed by the employee to a maximum of 4% of an employee’s payroll. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 21, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events (Details) [Line Items] | |||
Equity issuance costs | $ 21,303,826 | ||
Net proceeds | $ 70,680,973 | ||
Proceeds from exercise of options | $ 2,488,394 | $ 877,702 | |
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Equity issuance costs | $ 4,744,652 | ||
Share-based Payment Arrangement, Option [Member] | Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in Shares) | 59,547 | ||
Proceeds from exercise of options | $ 495,288 | ||
IPO [Member] | Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Issued shares of common stock (in Shares) | 1,523,750 | ||
Gross proceeds | $ 75,425,625 | ||
2013 Equity Compensation Plan [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Issued shares under exercise of options (in Shares) | 6,000,000 |